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*Cornerstone Capital Resources Inc. 
Listed Company 

TSX VENTURE COMPANIES

CORNERSTONE CAPITAL RESOURCES INC. ("CGP")
BULLETIN TYPE: -Plan of Arrangement, Delist
BULLETIN DATE: February 24, 2023
TSX Venture Tier 2 Company

Pursuant to a special resolution passed by the shareholders of the Company on January 9, 2023, the Company has completed a court-approved plan of arrangement ("Arrangement") under Section 193 of the Business Corporation Act (Alberta). Pursuant to the terms of the arrangement agreement ("Arrangement Agreement") dated October 6, 2022 and amendments thereto between SolGold plc ("SolGold") and the Company, SolGold has acquired all of the issued and outstanding common shares of the Company, other than the Company's common shares already owned, pursuant to the Arrangement. As total consideration for the transaction, shareholders of the Company (other than dissenting shareholders and SolGold) received fifteen (15) ordinary shares of SolGold for every one (1) common share of the Company held.

In connection with the transaction, 2,451,875 stock options of the Company which were previously issued and outstanding were further replaced by replacement options ("Replacement Options") of SolGold. The Replacement Options will further be adjusted accordingly as per the exchange ratio in accordance with the terms of the Arrangement Agreement.

The Court of King's Bench of Alberta granted a final order in connection with the Plan of Arrangement on January 10, 2023.

Delist

Effective at the close of business on Tuesday, February 28, 2023, the common shares will be delisted from TSX Venture Exchange at the request of the Company as a result of the Arrangement.


For further information, please refer to the Company's news releases dated October 7, 2022, December 13, 2022, January 10, 2023 and February 24, 2023.

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